AMSTERDAM, Dec. 28, 2018 /PRNewswire/ -- VEON Holdings B.V.
(the "Company"), a wholly-owned subsidiary of VEON Ltd.
("VEON"), and VIP Finance Ireland DAC (in respect of the
2021 Notes (as defined below) only), today announces the aggregate
principal amount of:
- U.S.$1,000,000,000 7.748% Loan
Participation Notes due 2021 issued by, but with limited recourse
to, VIP Finance Ireland DAC (formerly VIP Finance Ireland Limited)
(ISIN: Rule 144A US918242AD06/Reg S XS0587031096) (the "2021
Notes");
- U.S.$1,500,000,000 7.5043%
Guaranteed Notes due 2022 issued by VEON Holdings B.V. (formerly
VimpelCom Holdings B.V.) (ISIN: Rule 144A US92718WAB54/Reg S
XS0643183220) (the "2022 Notes") and unconditionally and
irrevocably guaranteed by Public Joint Stock Company
"Vimpel-Communications"; and
- U.S.$1,000,000,000 5.95% Notes
due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings
B.V.) (ISIN: Rule 144A US92718WAE93/Reg S XS0889401724) (the
"2023 Notes", and, together with the 2021 Notes and the 2022
Notes, the "Any and All Consent Notes" or the
"Notes"),
validly tendered and not validly withdrawn pursuant to the
Company's previously announced offer to purchase (subject to (a)
the terms and conditions set out in the tender offer and consent
solicitation memorandum dated 13 November
2018 (the "Tender Offer and Consent Solicitation
Memorandum") dated 13 November
2018) (b) the announcement by the Company on 28 November 2018, whereby the early tender time
for the Any and All Consent Notes was extended to 10:00 a.m. (London time) on 12
December 2018 (the "Extended Early Tender Time"), and
(c) the announcement by the Company (in the case of the 2022 Notes
and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the
2021 Notes only) on 13 December 2018, whereby the expiration time
for the Any and All Consent Notes was extended to 10:00 a.m.
(London time) on 26 December 2018 (the "Extended Expiration
Time") (the "Tender Offer")).
Pursuant to the Tender Offer and Consent Solicitation
Memorandum, the Company (in the case of the 2022 Notes and the 2023
Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes
only) also sought to solicit consents from holders of the Any
and All Consent Notes (each a "Holder" and together with
holders of any series of Notes, the "Holders") to
amend, by way of separate Extraordinary Resolutions (as defined
below), each of:
(i)
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the trust deed
constituting the 2021 Notes dated 2 February 2011;
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(ii)
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the trust deed
constituting the 2022 Notes dated 29 June 2011;
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(iii)
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the trust deed
constituting the 2023 Notes dated 13 February 2013;
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(iv)
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the terms and
conditions of the 2022 Notes and the 2023 Notes; and
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(v)
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the loan agreement
dated 1 February 2011 between Public Joint Stock Company
"Vimpel-Communications" as borrower and VIP Finance Ireland DAC
(formerly VIP Finance Ireland Limited) as lender,
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in each case to remove and/or amend certain covenants as
described in more detail in the Tender Offer and Consent
Solicitation Memorandum.
Results of Consent Solicitation
On 14 December 2018, the Company (in the case of the
2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the
case of the 2021 Notes only) notified Holders that each of the
meetings of the holders of the 2021 Notes, 2022 Notes and 2023
Notes held at the offices of Latham & Watkins LLP, 99
Bishopsgate, London EC2M 3XF on
14 December 2018 was adjourned for
lack of quorum. The Company (in the case of the 2022 Notes and the
2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021
Notes only) separately announced in a notice to the Holders
dated 14 December 2018 that the
meetings in respect of the 2021 Notes, 2022 Notes and 2023 Notes
would be adjourned to 28 December
2018.
Further to the announcement of the Company (in the case of the
2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the
case of the 2021 Notes only) on 14 December
2018, notice is hereby given to the Holders that at each of
the meetings of the Holders of the 2021 Notes, the 2022 Notes and
the 2023 Notes held at the offices of Latham & Watkins LLP, 99
Bishopsgate, London EC2M 3XF on
28 December 2018, the extraordinary
resolution in respect of the 2021 Notes (the "2021 Extraordinary
Resolution"), 2022 Notes (the "2022 Extraordinary
Resolution") and the extraordinary resolution in respect of the
2023 Notes (the "2023 Extraordinary Resolution") set out in
the notices convening such meetings were duly passed.
The effectiveness of the 2021 Extraordinary Resolution, 2022
Extraordinary Resolution and 2023 Extraordinary Resolution is
subject to the execution of the 2021 Supplemental Trust Deed, 2022
Supplemental Trust Deed, 2023 Supplemental Trust Deed and the
Amendment Deed on today's date, as described in the Tender Offer
and Consent Solicitation Memorandum. Holders who validly submitted
Voting Only Instructions in favour of the 2021 Extraordinary
Resolution, 2022 Extraordinary Resolution and 2023 Extraordinary
Resolution on or prior to the Extended Early Tender Time will be
eligible to receive the Consent Payment.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer and Consent Solicitation Memorandum.
Results of Tender Offer
Further to the announcement of the Tender Offer on 13 November 2018 and to the announcement of the
extension of the expiration time to the Extended Expiration Time on
13 December 2018, the Company hereby
informs Holders that as at the Extended Expiration Time, the
aggregate principal amount of the Any and All Consent Notes validly
tendered and accepted for purchase by the Company is set out in the
sixth column of the table below under the heading "Aggregate
Principal Amount Accepted for Purchase". Accrued Interest payable
in respect of Notes (per U.S.$1,000
in nominal amount of Notes) validly tendered and accepted for
purchase is set out in the tenth column of the table below under
the heading "Accrued Interest". All Notes validly tendered in the
Tender Offer have been accepted in full and there will be no
pro-ration.
Any and All Consent Notes
ISINs
|
CUSIP
|
Title of
Security
|
Maturity
Date
|
Principal
Amount
Outstanding(1)
|
Aggregate
Principal Amount
Accepted for
Purchase
|
Aggregate
Principal Amount
Outstanding
following
settlement of the
Offer
|
Consent
Payment(2)
|
Consideration
Payable(3)
|
Accrued
Interest(4)
|
US918242AD06 (Rule 144A)
XS0587031096 (Reg
S)
|
918242
AD0
|
U.S.$1,000,000,000
7.748%
Loan Participation Notes issued
by
VIP Finance Ireland DAC
(formerly VIP Finance
Ireland Limited) (the 2021
Notes)
|
February 2,
2021
|
U.S.$376,705,000
|
U.S.$114,707,000
|
U.S.$261,998,000
|
U.S.$5.00
|
U.S.$125,174,013.75
|
U.S.$32.498556
|
US92718WAB54 (Rule 144A)
XS0643183220 (Reg
S)
|
92718W
AB5
|
U.S.$1,500,000,000
7.5043%
Guaranteed Notes issued by
VEON Holdings B.V.
(formerly VimpelCom
Holdings B.V.) (the 2022
Notes)
|
March 1,
2022
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U.S.$628,463,000
|
U.S.$211,436,000
|
U.S.$417,027,000
|
U.S.$5.00
|
U.S.$232,843,895.00
|
U.S.$25.431239
|
US92718WAE93
(Rule 144A)
XS0889401724 (Reg
S)
|
92718W
AE9
|
U.S.$1,000,000,000
5.95%
Notes issued by VEON
Holdings
B.V. (formerly VimpelCom
Holdings B.V.) (the 2023
Notes)
|
February 13,
2023
|
U.S.$982,875,000
|
U.S.$453,555,000
|
U.S.$529,320,000
|
U.S.$5.00
|
U.S.$470,563,312.50
|
U.S.$23.138889
|
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(1) Aggregate
principal amount of Notes outstanding as at the date of this
announcement.
|
(2) Per
U.S.$1,000 principal amount of Notes.
|
(3) Consideration
payable in respect of the Notes is the Tender Offer Consideration
in respect of Notes validly tendered and accepted for purchase
plus, if applicable, any Early Tender Premium. Does not include
Accrued Interest.
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(4) Accrued
Interest in respect of the Notes (per U.S.$1,000 in nominal amount
of Notes) consists of interest accrued but unpaid from the previous
interest payment date up to, but not including, the Settlement
Date. For the avoidance of doubt, the Accrued Interest shown in the
table reflects a Settlement Date of 3 January 2019. If the
Settlement Date occurs before 3 January 2019, the Accrued Interest
will be lower in accordance with the earlier settlement date. The
Accrued Interest shown in the table is rounded to six decimal
places for illustrative purposes.
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No Notes purchased pursuant to the Tender Offer will be reissued
or resold.
Settlement
The expected settlement date for the Tender Offer is on or
before 3 January 2019 (the
"Settlement Date").
Holders of Notes who validly tendered and did not withdraw their
Notes before the Extended Early Tender Time will receive the Total
Consideration on the Settlement Date, which includes the Early
Tender Premium of U.S.$30 per
U.S.$1,000 principal amount of Notes
validly tendered and accepted for purchase. Holders of Notes who
validly delivered and did not validly revoke a Voting Only
Instruction in favour of the relevant Extraordinary Resolution at
or prior to the Extended Early Tender Time (and where such
Extraordinary Resolution is approved at the relevant Meeting) will
receive the Consent Payment. Holders who tendered their Notes after
the Extended Early Tender Time will receive the Tender Offer
Consideration on the Settlement Date, which is the Total
Consideration minus the Early Tender Premium.
Subject to the conditions set out in the Tender Offer and
Consent Solicitation Memorandum, the Company will pay to holders of
Notes in cash on the Settlement Date (i) the Total Consideration or
the Tender Offer Consideration, as applicable, and (ii) accrued
interest up to, but not including, the Settlement Date ("Accrued
Interest").
The Tender Offer has now expired and no further Notes can be
tendered for purchase pursuant to the Tender Offer.
Notes that have not been tendered and accepted for purchase by
the Company pursuant to the Tender Offer will remain outstanding
and will remain subject to the terms and conditions of such Notes
(as so modified).
FURTHER INFORMATION
Requests for documents and questions on procedures for
participating in the Tender Offer and Consent Solicitation may be
directed to the Tender and Tabulation Agent, Citibank, N.A.,
London Branch at (Telephone: +44
207 508 3867; Email: exchange.gats@citi.com). Questions regarding
the Tender Offer and Consent Solicitation may be directed to
Barclays Bank PLC, at (Telephone: (800) 438-3242 (toll free) or
(212) 528-7581 (collect) within the U.S. and +44 20 3134 8515
outside the U.S.; Email: liability.management@barclays.com);
Citigroup Global Markets Limited, at (Telephone: (800) 558 3745
(toll free) or (212) 723 6106 (collect) within the U.S. and +44 20
7986 8969 outside the U.S.; Email:
liabilitymanagement.europe@citi.com); or Merrill Lynch
International, at (Telephone: +44 20 7996 5420; Email:
DG.LM_EMEA@baml.com).
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell with respect to the Notes. The Tender Offer and Consent
Solicitation is being made only pursuant to the Tender Offer and
Consent Solicitation Memorandum and only in such jurisdictions as
is permitted under applicable law.
Forward-Looking Statements
The Company considers portions of this announcement and the
Tender Offer and Consent Solicitation Memorandum and the documents
incorporated by reference therein to be forward-looking statements.
Forward-looking statements can be identified by the use of words
such as "may," "might," "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "seek," "believe,"
"estimate," "predict," "potential," "continue," "contemplate,"
"possible" and other similar words. Forward-looking statements are
inherently subject to risks and uncertainties, many of which the
Company cannot predict with accuracy and some of which the Company
might not even anticipate. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions at the time made, these assumptions are
inherently uncertain and involve a number of risks and
uncertainties that are beyond the Company's control; therefore, the
Company can give no assurance that such expectations will be
achieved. Future events and actual results, financial and
otherwise, may differ materially from the results discussed in the
forward-looking statements as a result of risks and uncertainties,
including, without limitation, possible changes in the timing and
consummation of the Tender Offer and Consent Solicitation.
Holders are therefore cautioned not to place undue reliance on
these forward-looking statements. The Company assumes no obligation
to update and supplement forward-looking statements that become
untrue because of subsequent events, new information or otherwise
except as may be required under Rule 14e-l under the Exchange Act
or any other applicable laws.
Such forward-looking statements contained in this announcement
and the Tender Offer and Consent Solicitation Memorandum or any
document incorporated by reference therein speak only as of the
date of this announcement and the Tender Offer and Consent
Solicitation Memorandum or such document incorporated by reference
therein. Accordingly, the Company does not undertake any obligation
to update, except as required by U.S. federal securities laws, any
forward-looking statement to reflect events or circumstances after
such dates or to reflect the occurrence of unanticipated events.
Holders should, however, consult any further disclosures of a
forward-looking nature made in the documents incorporated by
reference in the Tender Offer and Consent Solicitation Memorandum.
These cautionary statements qualify all forward-looking statements
attributable to the Company, or persons acting on its behalf.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer and Consent
Solicitation Memorandum constitutes an invitation to participate in
the Tender Offer and Consent Solicitation in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
and the Tender Offer and Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer and Consent
Solicitation Memorandum comes are required by the Company, the
Dealer Managers and the Tender and Tabulation Agent to inform
themselves about and to observe any such restrictions.
United Kingdom
This announcement and the Tender Offer and Consent Solicitation
Memorandum and any other documents or materials relating to the
Tender Offer and Consent Solicitation (including memoranda,
information circulars, brochures or similar documents) have not
been approved by an authorised person in the United Kingdom for the purposes of Section 21
of the FSMA. Accordingly, such documents and/or materials relating
to the Tender Offer and Consent Solicitation are not being
distributed to, and must not be passed onto, the general public in
the United Kingdom. Such documents
and/or materials are for distribution only to persons who (i) have
professional experience in matters relating to investments (being
investment professionals falling within Article 19(5) of the
Financial Promotion Order), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA)
may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement and the Tender Offer and Consent
Solicitation Memorandum is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
announcement or the Tender Offer and Consent Solicitation
Memorandum relates is available only to relevant persons and will
be engaged in only with relevant persons. No part of this
announcement or the Tender Offer and Consent Solicitation
Memorandum should be published, reproduced, distributed or
otherwise made available in whole or in part to any other
person.
No person may communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of the securities other than in
circumstances in which Section 21(1) of the FSMA does not
apply.
Republic of Italy
None of this announcement, the Tender Offer and Consent
Solicitation Memorandum or any other documents or materials
relating to the Tender Offer and Consent Solicitation Memorandum
and/or the Tender Offer and Consent Solicitation have been or will
be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations. The Tender Offer and Consent
Solicitation is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation"), as the
case may be.
Accordingly, Holders or beneficial owners of the Notes that are
located or resident in Italy can
tender the Notes for purchase pursuant to the Tender Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time,
and Legislative Decree No. 385 of 1
September 1993, as amended from time to time) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer and Consent
Solicitation.
The Republic of France
The Tender Offer and Consent Solicitation is not being made,
directly or indirectly, to the public in the Republic of
France ("France"). This announcement, the Tender
Offer and Consent Solicitation Memorandum or any other
documentation or material relating to the Tender Offer and Consent
Solicitation (including memoranda, information circulars, brochures
or similar documents) have not been distributed to, and or are not
being distributed to, the general public in France. Only (i) persons that provide
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs
qualifiés) (that are not individuals), in each case acting on
their own account, and all as defined in and pursuant to articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Tender Offer and
Consent Solicitation. This announcement, the Tender Offer and
Consent Solicitation Memorandum and any other documents or
materials relating to the Tender Offer and Consent Solicitation
have not been submitted for clearance to or approved by of the
Autorité des Marchés Financiers.
Ireland
This announcement and the Tender Offer and Consent Solicitation
is not being made, directly or indirectly, to the public in
Ireland and no offers or sales of
any Notes under or in connection with the Tender Offer and Consent
Solicitation may be effected and this announcement and the Tender
Offer and Consent Solicitation Memorandum may not be distributed in
Ireland except in conformity with
the provisions of Irish law including (i) the Companies Act 2014
(as amended), (ii) the European Union (Markets in Financial
Instruments) Regulations 2017 (as amended), including without
limitation, Regulation 5 (Requirements for authorisation (and
certain provisions concerning MTFs and OTFs)) or any codes of
conduct issued in connection therewith, and the provisions of the
Investor Compensation Act 1998 (as amended), (iii) the Market Abuse
Regulation (EU 596/2014) (as amended) and any rules and guidance
issued under Section 1370 of the Companies Act 2014, and (iv) the
Central Bank Acts 1942 to 2015 and any codes of practice made under
Section 117(1) of the Central Bank Act 1989 (as amended).
General
The Dealer Managers, the Tender and Tabulation Agent, BNY Mellon
Corporate Trustee Services Limited ("BNYM") and Citibank,
N.A., London Branch
("Citibank" and together with BNYM, the "Trustees")
(or their respective directors, officers, employees, agents or
affiliates) have not separately verified the information contained
herein or in the Tender Offer and Consent Solicitation Memorandum
(or incorporated by reference therein) and make no representations,
warranties, undertakings or recommendations (express or implied)
whatsoever regarding this announcement, the Tender Offer and
Consent Solicitation Memorandum or any other information provided
in connection with the Tender Offer and Consent Solicitation. The
Dealer Managers, the Tender and Tabulation Agent and the Trustees
(or their respective directors, officers, employees, agents or
affiliates) accept no liability or responsibility as to the
accuracy or completeness of the information contained in the Tender
Offer and Consent Solicitation Memorandum, this announcement or any
other information provided in connection with the Tender Offer and
Consent Solicitation.
This announcement and the Tender Offer and Consent Solicitation
Memorandum or the electronic transmission thereof does not
constitute an offer to buy any securities or the solicitation of a
Tender Instruction or Voting Only Instruction in any jurisdiction
in which such offer or solicitation is unlawful, and Tender
Instructions or Voting Only Instructions by Holders originating
from any jurisdiction in which such offer or solicitation is
unlawful will be rejected. In those jurisdictions where the
securities laws, "blue sky" laws or other applicable laws require
this announcement and/or the Tender Offer and Consent Solicitation
to be made by a licensed broker or dealer and any Dealer Manager or
any of its respective affiliates is such a licensed broker or
dealer in such jurisdiction, the Tender Offer and Consent
Solicitation shall be deemed to be made on behalf of the Company by
such Dealer Manager or affiliate (as the case may be) in such
jurisdiction and the Tender Offer and Consent Solicitation is not
made in any such jurisdiction where either a Dealer Manager or any
of its affiliates is not licensed. The delivery of this
announcement, the delivery of the Tender Offer and Consent
Solicitation Memorandum or any purchase of Notes shall not, under
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof, or that
the information herein is correct as of any time subsequent to the
date hereof.
Each Holder participating in the Tender Offer and Consent
Solicitation will be deemed to give certain representations in
respect of the jurisdictions referred to above, and generally, on
submission of a Tender Instruction or a Voting Only Instruction, as
the case may be, in the Tender Offer and Consent Solicitation. Any
submission of a Tender Instruction, or delivery of a Voting Only
Instruction, as the case may be, pursuant to the Tender Offer and
Consent Solicitation from a Holder that is unable to make these
representations may be rejected. Each of the Company, the Dealer
Managers and the Tender and Tabulation Agent reserves the right, in
its absolute discretion, to investigate, in relation to any Tender
Instruction or Voting Only Instruction, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender may be rejected.
The information contained in this announcement constitutes
inside information with respect to VEON Holdings B.V. and VIP
Finance Ireland DAC for the purposes of Regulation (EU) No.
596/2014 on market abuse.
About VEON
VEON is a NASDAQ and Euronext Amsterdam-listed global provider
of connectivity and internet services.
For more information visit: www.veon.com.
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SOURCE VEON Holdings B.V.